His Greatest Fear
by GoldGuardian2418
Summary: Scarecrow is at it again and plans to put his fear gas in the water supply of Gotham City. But Batman won't let him as he, along with an ally, learn a very interesting fact about the villain. You see, even a villain has something they're afraid of. :) Done as a request for circusgoth13. :)


**circusgoth13 asked for this one. Here you go, Amigo! Enjoy! :) **

**Batman: The Brave And The Bold belongs to Warner Bros. I only own Starlene (she first made her debut in the story "Some Rewards Take Time To Earn", which can be found on my page).**

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**His Greatest Fear**

Batman landed lightly on a nearby ledge, pulling out a tracking computer and nodding. He was currently following Scarecrow, the villain who specialized in hallucinogenic fear gas and using it on people to make them think they were seeing their fears when it was really just a hallucination.

A sound neaby caused him to jump up and pull out a batarang. A figure jumped out of a portal and landed lightly as the portal closed behind them and they stood up, motioning Batman to be quiet. "Who are you?" He asked.

They held up a red spade that he instantly recognized. "You're from Earth 23?" He asked.

The figure nodded. "Starlene," she said, revealing she was a female. She wore a dark purple body suit, her dark hair in a ponytail, and a black eye mask around her clouded eyes. He noticed her eyes right away and she looked at him, knowing what he saw. "Yes, I'm blind," she said. "My X-Ray vision helps me to see."

He nodded before looking again at the tracker. "He's been in that one spot for a while now," he said.

"Who?" She asked.

"Scarecrow," he said.

Starlene knew he wasn't talking about her uncle, who had saved her years ago from Silver Cyclone. "My uncle's counterpart?" She asked.

He looked at her. "Uncle?" He asked to clarify.

"Scarecrow is one of my uncles back in my world," she said. "He saved me long ago."

Batman looked grim. "I'm afraid this Scarecrow doesn't care who he hurts," he said. "He's got some canisters he's going to fill with his fear gas and send it into the water supply."

Starlene didn't look happy. "That's beyond dangerous," she said. "Where is he now?"

"In that far building there," the caped Crusader said. He then looked at her. "Are you sure you won't have a problem with this?"

She shook her head. "I know my uncle's counterparts are villains here and the villain's from my world have counterparts here that are good guys," she said before they moved and looked through a skylight to see Scarecrow mixing up something in test tubes, a wickedly-sharp scythe beside him. "Plus, my uncle doesn't use a scythe. He uses bladed tonfa."

Nodding, Batman observed his enemy a bit longer. "We have to make sure he doesn't hit us with his fear gas," he said. "And that he doesn't get it into the water supply."

Starlene looked thoughtful before getting an idea. "You know, my uncle isn't immune to his own gas attacks," she said thoughtfully. "In fact, one day, he got a faceful of his fear gas and ended up hallucinating about one of our female enemies chasing him and trying to kiss him. It took Uncle Red Manta, Uncle Red Hood, and me to hold him down while Uncle Grood found the antidote and gave it to Uncle Scarecrow."

She paused. "He recovered, but took precautions to make sure he never breathed in his fear gas by mistake again."

Batman filed that away for later. It was possible to use Scarecrow's fear gas against him. Starlene was apparently on the same train of thought. "I don't see any safety features in this warehouse," she said. "If you can distract him, I might be able to trick him into breathing in a small bit of his fear gas."

"That would make it easy to apprehend him," Batman said. "Every villain is afraid of justice."

"True," the young heroine agreed. "But he may have an even bigger fear that will be enhanced by the gas."

Nodding, the caped Crusader saw that they had a clear shot. "Let's move," he said and slammed feet first into the glass ceiling, falling down to the floor and sticking the landing. Starlene followed, somersaulting in the air like an acrobat before landing on her feet gracefully and standing up beside Batman.

Scarecrow snarled when he saw them. "Batman, you won't foil me this time!" He declared. "My gas is ready to go into the water supply to make all of Gotham City face their worst fears!"

"You monster!" Starlene snarled, hating that this monster looked like her uncle.

"You've run out of gas, Scarecrow, and there's no more where you're going. Arkham Asylum," Batman said firmly.

"Oh, but I've got plenty of gas, Batman," Scarecrow sneered and threw a couple vials at them.

"Look out!" Batman cried out, grabbing Starlene and moving her away from the blast. She grabbed an oxygen mask and put it on and he did the same. "I'll get Scarecrow. Can you keep the gas from getting into the water supply?"

"Okay," she said as they got up and she ran for the large canisters that held the gas, seeing they were hooked up to the water supply. Thinking fast, she recalled what her uncle Red Manta had taught her about hooking up machines and unhooking them. He taught her the fastest way was to enter the entry code backwards. She glanced at the keyboard, wondering what the entry code was. Four spaces came up and she thought fast as she saw the countdown was at twenty seconds before the gas went into the water supply. "Okay, entry code backwards," she said before trying to rack her brain over what the code could be.

Scarecrow slashed at Batman with his scythe, but the hero dodged. "You might stop me, Batman, but it'll be too late for your precious city," he gloated. "So much fear. I can almost taste it."

Starlene's eyes widened and she quickly calculated the word FEAR, which had four letters and made sense to be the entry code. "So, reverse the letters," she said and quickly did so. "R-A-E-F."

With five seconds left, she hit the enter key and the code went through, ending the countdown and keeping the gas contained. She then entered another code, putting something in the containers to cancel out the fear gas before it was released into the atmosphere as a harmless gas. Seeing that was done, Starlene found another vial of the fear gas in liquid form and looked over to see Batman and Scarecrow were still fighting. Grabbing the vial, she carefully moved towards them just as Scarecrow knocked Batman to the floor and stood over him, ready to strike a final blow.

Quickly, the heroine threw the vial, which smashed against the floor and released the liquid in a gas form. Scarecrow gasped in shock as he breathed it in, not having a gas mask on like the other two did. He dropped his scythe and dropped to the ground, his eyes wide with fear. "Oh, no! Not that!" He pleaded, scooting backwards and sounding like a frightened child. "No! Don't do that! Don't tickle me!"

Starlene blinked and looked at Batman, who looked just as confused. "Well, this just worked into our favor," he said. "Are there any more vials of that fear gas?"

"Three more," she said, wondering what he was planning.

He glanced around and saw an operation table with straps on it nearby. Nodding, he grabbed Scarecrow, who was still crying out in fear and pleading with whoever he saw not to tickle him, strapped him down to the table, and blindfolded him. He handed Starlene a blindfold and she nodded, putting it on before they headed out for the Batmobile and for Batman's cave.

Starlene heard Scarecrow continue pleading in fear and she looked at Batman. "Bats, what do you have in mind?" She asked.

"I normally don't do this, but...I think Scarecrow could use a lesson on facing fear," he said.

She caught on right away. "See how he likes it," she said before giggling. "That might actually be funny too. Mind if I watch?"

"You're welcome to," he said, a smile in his voice.

They made it to the Batcave and Starlene removed her blindfold before helping the caped Crusader move the trapped villain to the middle of the floor where Batman had his lab. Scarecrow was trying hard to get free, but the straps were too tight. "Let me go!" He demanded, but his voice still sounded scared.

"This fear gas must be a strong dose," Starlene said. "I expected it to wear off by now."

"He no doubt made it strong," the caped Crusader said before going over to Scarecrow, who was still struggling. "Time for you to face justice, Scarecrow."

"No! Don't tickle me!" The villain pleaded.

Smirking, Batman reached down and tickled Scarecrow's sides. To both his and Starlene's shock, the villain howled with laughter, his body freezing up as he laughed. "So that's why he's afraid of tickling," the heroine said. "He goes into tickle paralysis."

"Interesting," Batman said, not letting up on tickling his enemy.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! OH, NOHOHOHOHOHOHOHOHOHO! PLEHEEHEEHEEHEEHEEHEEHEEHEEHEEASE!" The villain begged.

Seeing the caped Crusader nod, Starlene hooked up a vial to a gas mask and placed the mask over Scarecrow's mouth, releasing a small amount of the gas, which the villain breathed in, renewing his terror. "Oh, please! STOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOP! NOHOHOHOHOHOHOHOHOHOHOHO! HAVE MERCY! AHAHAHAHAHAHAHAHAHAHA!" He laughed out.

"You haven't learned your lesson, Scarecrow," Batman said, moving his hands to Scarecrow's stomach and tickling him there while Starlene decided to get in on the fun and she tickled the villain's underarms, to which he shrieked with laughter, his body freezing up again as he couldn't do anything to counter the effects of his gas or get the two heroes to stop tickling him.

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_A couple hours later..._

Starlene giggled as she sat in the backseat with a bound Scarecrow. "Who's afraid of the tickle monster?" She asked teasingly, making the villain, who was still under the effects of his fear gas, cringe and move back in fear.

"Don't!" He pleaded fearfully.

"Then you better be a good boy or Bats and I will return and tickle you silly," she threatened.

"No!" He said quickly, curling even tighter into a ball despite being tied up, laughing as Starlene tickled his neck as they drove to Arkham Asylum, arriving at the front door within a few minutes. The two heroes got out and made sure Scarecrow was confined between them as they walked in the doors with the villain cringing fearfully.

The guards were surprised. "What happened to him?" One asked.

"He found out was it was like facing your greatest fear," Batman said. "He shouldn't give you any trouble for a bit."

"Though you might want to keep some of this stuff handy," Starlene said, handing them the vials of fear gas. "It'll help in case Scarecrow does get out of hand."

Shrugging, the guards took the vials and Scarecrow, who was more than willing to go with them as he looked fearfully at the two heroes while being taken away. Giggling, Starlene nodded to Batman. "Looks like our work is done for now," she said.

"Here, perhaps, but not the rest of the world," Batman said. "Thank you for your assistance, Starlene."

"Anytime, Bats," she said with a smile as a portal opened and she headed through it as he headed back for the Batcave, making a note on the file he had for Scarecrow.

A note that would come in handy in the future perhaps.

Meanwhile, in Arkham, Scarecrow huddled in a corner of his cell, his ribs and stomach still tingling and making him tremble and hope to not see Batman for a very long time.

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**When you guys leave a review, please be gentle. This is my first time writing Scarecrow in a story. Thank you. **

**GoldGuardian2418**


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